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                                                                    EXHIBIT 23.2
 
                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
 
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 20, 1995
(except with respect to the matters discussed in Notes A and C, as to which the
date is July 25, 1995), on the Transco Energy Company-Contributed Assets
combined financial statements for the year ended December 31, 1994 included in
Williams Holdings of Delaware, Inc.'s Form 10 incorporated by reference in this
registration statement and to all references to our Firm included in or made a
part of this registration statement.
 
                                          ARTHUR ANDERSEN LLP
 
Houston, Texas
October 18, 1995